Common use of Financial Statements; Undisclosed Liabilities and Defaults Clause in Contracts

Financial Statements; Undisclosed Liabilities and Defaults. (a) The Company has delivered to Buyer the unaudited balance sheets of the Company as of December 31, 2018 and December 31, 2017 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended. All of the foregoing financial statements are collectively referred to herein as the “Financial Statements.” The Financial Statements have been prepared in accordance with GAAP and fairly present, in all material respects, the financial condition and results of operation of the Company at the dates and for the periods indicated therein, except as otherwise may be indicated therein. The Company’s accounting practices have been consistently applied for all periods represented by the Financial Statements, except as otherwise may be indicated therein. (b) The Company’s books of account and financial records are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice. The Financial Statements have been prepared and presented based upon and in conformity with such books of account and financial records. (c) Except as set forth on Schedule 4.5(c) or as and to the extent adequately accrued or reserved against in the unaudited balance sheet of the Company as of December 31, 2018, the Company does not have any Liability, Indebtedness or obligation which would be required by GAAP to be reflected in a balance sheet of the Company prepared in accordance with GAAP or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since December 31, 2018.

Appears in 3 contracts

Samples: Stock Exchange Agreement (EVO Transportation & Energy Services, Inc.), Membership Interest Purchase Agreement (EVO Transportation & Energy Services, Inc.), Stock Purchase Agreement (EVO Transportation & Energy Services, Inc.)

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Financial Statements; Undisclosed Liabilities and Defaults. (a) The Company has delivered to the Buyer the unaudited balance sheets of the Company as of December March 31, 2018 and December 312023, 2017 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then endedsuch period. All of the foregoing financial statements are collectively referred to herein as the “Financial Statements.” The Financial Statements have been prepared in accordance with GAAP by the Company’s accountant and fairly present, in all material respects, the financial condition and results of operation of the Company as at the dates and for the periods indicated thereinMarch 31, except as otherwise may be indicated therein. The Company’s accounting practices have been consistently applied for all periods represented by the Financial Statements2023, except as otherwise may be indicated therein. (b) The Company’s books of account accounts and financial records are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice. The Financial Statements have been prepared and presented based upon and in conformity with such books of account and financial records. (c) Except as set forth on Schedule 4.5(c(r) or as and to the extent adequately accrued or reserved against in the unaudited balance sheet of the Company as of December March 31, 20182023, the Company does not have any Liability, Indebtedness or obligation which would be required by GAAP to be reflected in a balance sheet of the Company prepared in accordance with GAAP or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with the past practice since December 31the Company’s inception on February 14, 20182023.

Appears in 1 contract

Samples: Stock Purchase Agreement (SMC Entertainment, Inc.)

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